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DECISION

On the pilot equitization of the Bank for Foreign Trade of Vietnam

THE PRIME MINISTER

Pursuant to the December 25, 2001 Law on Organization of the Government;

Pursuant to the June 12, 1999 Enterprise Law;

Pursuant to the November 26, 2003 Law on State Enterprises;

Pursuant to the December 12, 1997 Law on Vietnam State Bank and the June 17, 2003 Law Amending and Supplementing a Number of Articles of the Law on Vietnam State Bank;

Pursuant to the December 12, 1997 Law on Credit Institutions and the June 17, 2004 Law Amending and Supplementing a Number of Articles of the Law on Credit Institutions;

Pursuant to the Government's Decree No. 187/2004/ND-CP of November 16, 2004, on transforming state companies into joint-stock companies;

At the proposals of the Governor of the Vietnam State Bank and the Minister of Finance,

DECIDES:

Article 1.- To carry out the pilot equitization of the Bank for Foreign Trade of Vietnam (VCB)

1. Objectives, requirements and form of equitization

a/ Objectives of equitization:

- To increase managerial and executive capability and modernize banking technologies with a view to raising the efficiency of business activities and capital use.

- To increase financial capability so as to ensure the operational safety and development of VCB.

- To raise the competitiveness of VCB in the context of international economic integration.

- To maintain VCB as one of leading banks in Vietnam's banking system.

b/ Requirements of equitization:

- To diversify forms of ownership with a view to raising managerial capability and operational efficiency of VCB.

- The equitization of VCB must be carried out in a safe manner, not causing big changes in the operation of the banking system, and ensuring the operational efficiency of VCB.

- To ensure the dominant role of the State toward VCB as well as maximum interests for the State.

- To effect publicity and transparency according to market rules.

- To mobilize capital from people of all strata and economic sectors at home and abroad.

c/ Form of equitization

To keep unchanged the existing state capital amount at VCB according to the re-valuated value and issue shares to attract more capital on the following principles:

- The State shall hold dominant shares of VCB. The sale of shares shall be conducted in many stages in which the State's capital proportion shall decrease gradually, but not be lower than 51% of the charter capital of VCB.

- To ensure that the capital safety ratio of VCB is kept at the minimum ratio according to international practices.

d/ The charter capital level shall be submitted by the Governor of the State Bank to the Prime Minister for decision in the equitization plan.

e/ Subjects of, and restriction on, share purchase:

- Domestic and foreign investors according to the provisions of law.

- Each legal entity may own at most 10% and each individual may own at most 5% of the charter capital of VCB.

- Each foreign investor may own at most 10% of charter capital and the total number of shares held by foreign investors must not exceed 30% of the charter capital of VCB.

2. Contents of equitization of VCB

a/ To valuate and analyze business activities of VCB.

- The method for valuing VCB shall be decided by the State Bank in coordination with the Ministry of Finance on the basis of proposals of international consultancy organizations and current provisions of law.

- The time for enterprise valuation shall be December 31, 2005.

- To analyze and assess business activities of VCB.

- To formulate a plan on capital increase and organization of share issuance.

- VCB shall be permitted to hire international consultants to effect its equitization according to the above-stated contents.

b/ Roadmap for sale of shares

- In 2006, VCB shall sell shares in many rounds to increase its capital, with shares sold in each round accounting for no more than 10% of its charter capital, while ensuring that the proportion of its charter capital owned by the State shall not be lower than 70%.

- In the 2007-2010 period, VCB shall continue selling shares in order to increase its charter capital but the proportion of its charter capital owned by the State must not be lower than 51%.

Article 2.- Assignment of implementation

1. VCB shall:

a/ Propose the Vietnam State Bank and the Ministry of Finance to decide on the hire of international consultants for its equitization;

b/ Carry out its equitization according to the contents and process under the provisions of the Government's Decree No. 187/2004/ND-CP of November 16, 2004, on transforming state companies into joint-stock companies;

c/ Formulate and report to the Vietnam State Bank its equitization plan for submission to the Prime Minister for approval.

2. The Vietnam State Bank shall:

a/ Assume the prime responsibility for, and coordinate with the Ministry of Finance, in selecting specific consultancy organizations.

b/ Bear the main responsibility in organizing, supervising and directing the implementation of the Prime Minister's decision on the equitization of VCB.

c/ Perform other tasks as provided for in the Government's Decree No. 187/2004/ND-CP of November 16, 2004, on transforming state companies into joint-stock companies.

3. The Ministry of Finance shall:

a/ Coordinate with the Vietnam State Bank in selecting international consultancy organizations for the equitization of VCB.

b/ Decide on expenses for the hire of international consultancy organizations.

c/ Perform other tasks provided for in the Government's Decree No. 187/2004/ND-CP of November 16, 2004, on transforming state companies into joint-stock companies.

Article 3.- This Decision takes effect 15 days after its publication in "CONG BAO."

The Governor of the Vietnam State Bank, the Ministers of Finance; Planning and Investment; Labor, War Invalids and Social Affairs; and Home Affairs, heads of relevant agencies, the Steering Committee for Enterprise Renewal and Development, and the Managing Board of VCB shall have to implement this Decision